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Right to
Purchase _________
Shares of
Common Stock,
par value
$0.001
per share
AMENDED AND RESTATED COMMON STOCK PURCHASE
WARRANT C
THIS CERTIFIES THAT, for value received, ___________ or
its registered assigns (the "Holder"), is entitled to purchase from
Geron Corporation, a Delaware corporation (the "Company"), at any
time or from time to time during the period specified in Paragraph
2 hereof, ____________ (______) fully paid and nonassessable shares
of the Company's common stock, par value $0.001 per share (the
"Common Stock"), at an exercise price of $0.01 per share (the
"Exercise Price"). The term "Warrant Shares," as used herein,
refers to the shares of Common Stock purchasable hereunder. The
Warrant Shares are subject to adjustment as provided in Paragraph 4
hereof. The term "Warrants" means this Warrant and the other
warrants (including the A Warrants and the B Warrants (each as
defined in the Purchase Agreement)) issued pursuant to that certain
Securities Purchase Agreement, dated December 13, 2006, by and
among the Company and the Buyers listed on the execution page
thereof (the "Purchase Agreement").
This
Warrant is subject to the following terms, provisions, and
conditions:
1. Manner of Exercise; Issuance
of Certificates; Payment for Warrant Shares
(a)
Subject to the provisions hereof, this Warrant may be exercised by
the Holder, in whole or in part, by the surrender of this Warrant,
together with a completed exercise agreement in the form attached
hereto (the "Exercise Agreement"), to the Company during normal
business hours on any business day at the Company's principal
executive offices (or such other office or agency of the Company as
it may designate by notice to the Holder), and upon (i) payment to
the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Exercise Price for
the Warrant Shares specified in the Exercise Agreement or (ii)
delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Paragraph 10(c) below)
for the Warrant Shares specified in the Exercise Agreement (a
"Conversion"). The Company may elect to provide that any exercise
of the Warrant shall be a Conversion (a "Company-Elected
Conversion"). The Company shall provide written notice of such
election (a "Company Conversion Election") by the end of the
business day following the date of the receipt of the Exercise
Agreement. The Warrant Shares purchased by the Holder shall be
deemed to be issued to the Holder or such holder's designee, as the
record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered, the
completed Exercise Agreement shall have been delivered, and payment
shall have been made for such shares (or an election to effect a
Conversion or a Company Conversion Election shall have been made)
as set forth above. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the
terms and conditions hereof (whether by payment of the exercise
price, Conversion or Company-Elected Conversion), the Warrant
Shares shall be issued and delivered to the Depository Trust
Company account on the Holder’s behalf via the Deposit
Withdrawal Agent Commission system ("DWAC Transfer") within a
reasonable time, not exceeding two (2) trading days after such
exercise (or, if DWAC Transfer is not available or Holder requests
in writing otherwise, certificates for the Warrant Shares shall be
issued, dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) trading
days after such exercise), and the Holder hereof shall be deemed
for all purposes to be the holder of the Warrant Shares so
purchased as of the date of such exercise. If the Warrant Shares
are issued pursuant to a Company-Elected Conversion, the number of
Warrant Shares to be issued within the time period specified in the
preceding sentence shall equal the number of Warrant Shares to be
delivered if such Cashless Exercise was made at the Holder’s
election (the "Estimated Warrant Shares"); provided,
however, that within three (3) trading days after the number of
Warrant Shares to be issued pursuant to Paragraph 10(c) is able to
be calculated (i) if the number of Estimated Warrant Shares exceeds
the number of Warrant Shares to be delivered pursuant to Paragraph
10(c) hereof, Holder shall return to the Company the number of
Warrant Shares which exceed the number of Warrant Shares to which
Holder is entitled pursuant to Paragraph 10(c); and (ii) if the
Estimated Warrant Shares are less than the number of Warrant Shares
to be delivered pursuant to Paragraph 10(c) hereof, the Company
shall issue to Holder the number of Warrant Shares equal to the
difference between the Estimated Warrant Shares and the Warrant
Shares to be delivered pursuant to Paragraph 10(c). Any
certificates requested shall be delivered in such denominations as
may be requested by the Holder and shall be registered in the name
of the Holder or such other name as shall be designated by the
Holder. If this Warrant shall have been exercised only in part,
then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to
the Holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.
In the event an Exercise Agreement is delivered and the Company is
unable to issue the Warrant Shares, the Holder may, at its option,
rescind such Exercise Agreement and such rescission will not effect
the Holder's right to an extension of the Exercise Period pursuant
to Section 4.13 of the Purchase Agreement. In any event, if the
Company is unable to issue the Warrant Shares via DWAC transfer (or
otherwise without restrictive legend), because (i) the Securities
and Exchange Commission (the "Commission") has issued a stop order
with respect to the registration statement relating to the Shares
(the "Registration Statement"), (ii) the Commission otherwise has
suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (iii) the Company has
suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (iv) no exemption
from the registration requirements is otherwise available
(including, without limitation, under Section 3(a)(9) of the Act by
virtue of a Conversion or Company-Elected Conversion) or (v)
otherwise, the Company shall not be required to make any cash
payments to the Holder in lieu of issuance of the Warrant Shares.
Further, subject to Section 4.13 of the Purchase Agreement, the
Warrant shall not be exercisable if (i) the Registration Statement
is not effective at the time of exercise or (ii) an exemption from
the registration requirements of the Securities Act, as amended
(the "Act"), is not available; provided, however, that for purposes
of Section 4.13 of the Purchase Agreement and the extension of the
Exercise Period pursuant thereto, (x) the Company will have been
deemed unable to issue Warrant Shares without restrictive legend
and (y) the Warrant shall be deemed to have been exercised, if at
the time the Holder attempts to deliver an Exercise Agreement, (1)
the Registration Statement is not effective and (2) no exemption
from the registration requirements of the Act is available
(including, without limitation, under Section 3(a)(9) of the Act by
virtue of a Conversion or Company-Elected Conversion).
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(b)
Notwithstanding anything in this Warrant to the contrary, in no
event shall the Holder be entitled to exercise a number of Warrants
(or portions thereof) in excess of the number of Warrants (or
portions thereof) upon exercise of which the sum of (i) the number
of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which, but for this
proviso, may be deemed beneficially owned through the ownership of
the unexercised Warrants and the unexercised or unconverted portion
of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained
herein) and (ii) the number of shares of Common Stock issuable upon
exercise of the Warrants (or portions thereof) with respect to
which the determination described herein is being made, would
result in beneficial ownership by the Holder and its affiliates of
more than 4.9% of the outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Regulations
13D-G thereunder, except as otherwise provided in this paragraph
(b). Notwithstanding anything in this Warrant to the contrary, the
restrictions on exercise of this Warrant set forth in this
paragraph shall not be amended without (i) the written consent of
the Holder and the Company and (ii) the approval of the holders of
a majority of the Common Stock present, or represented by proxy,
and voting at any meeting called to vote on the amendment of such
restriction.
2.
Period of Exercise . This Warrant is exercisable at
any time or from time to time on or after the date on which this
Warrant is issued and delivered pursuant to the terms of the
Purchase Agreement (the "Issue Date") and before the earlier of (i)
5:00 p.m., New York City time on the second (2nd) anniversary of
the Issue Date and (ii) immediately prior to the closing of a
Fundamental Transaction (as defined below) (the "Exercise Period");
provided, however, that the Exercise Period may be extended
pursuant to Section 4.13 of the Purchase Agreement.
3.
Certain Agreements of the Company . The Company
hereby covenants and agrees as follows:
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(a)
Shares to be Fully Paid . All Warrant Shares will,
upon issuance in accordance with the terms of this Warrant, be
validly issued, fully paid, and nonassessable and free from all
taxes, liens, and charges with respect to the issue
thereof.
(b)
Reservation of Shares . During the Exercise Period,
the Company shall at all times have authorized, and reserved for
the purpose of issuance upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the full exercise
of this Warrant.
(c)
Listing . The Company shall promptly secure the
listing of the Warrant Shares upon each national securities
exchange or automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of
issuance upon exercise of this Warrant) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such
listing of all Warrant Shares; and the Company shall so list on
each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise
of this Warrant if and so long as any shares of the same class
shall be listed on such national securities exchange or automated
quotation system.
(d)
Certain Actions Prohibited . The Company will not, by
amendment of its charter or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or
performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant
and in the taking of all such action as may reasonably be requested
by the Holder in order to protect the exercise privilege of the
Holder against dilution or other impairment, consistent with the
tenor and purpose of this Warrant. Without limiting the generality
of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, and (ii) will take
all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this
Warrant.
(e)
Successors and Assigns . This Warrant will be binding
upon any entity succeeding to the Company by merger, consolidation,
or acquisition of all or substantially all the Company's
assets.
4. Antidilution Provisions
. During the Exercise Period, the number of Warrant Shares
shall be subject to adjustment from time to time as provided in
this Paragraph 4.
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(a)
Subdivision or Combination of Common Stock . If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock acquirable hereunder into a greater
number of shares, then, after the date of record for effecting such
subdivision, the number of shares of Common Stock issuable upon
exercise of this Warrant prior to such subdivision will be
increased accordingly. If the Company at any time combines (by
reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock
acquirable hereunder into a smaller number of shares, then, after
the date of record for effecting such combination, the number of
shares of Common Stock issuable upon exercise of this Warrant prior
to such subdivision will be decreased accordingly. "Common Stock,"
for purposes of this Paragraph 4, includes the Common Stock, par
value $0.001 per share, and any additional class of stock of the
Company having no preference as to dividends or distributions on
liquidation, provided that the shares purchasable pursuant to this
Warrant shall include only shares of Common Stock, par value $0.001
per share, in respect of which this Warrant is exercisable, or
shares resulting from any subdivision or combination of such Common
Stock, or in the case of any reorganization, reclassification,
consolidation, merger, or sale of the character referred to in
Paragraph 4(c) hereof, the stock or other securities or property
provided for in such Paragraph.
(b)
Consolidation, Merger or Sale . In case of (i) any
consolidation of the Company with, or merger of the Company into
any other corporation or entity, or (ii) any sale or conveyance of
all or substantially all of the assets of the Company other than in
connection with a plan of complete liquidation of the Company (each
of clause (i) and (ii) shall be referred to as a "Fu
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